Infinity Direct, Inc.
Conditions of Sale
Terms
All sales are made pursuant to the terms and conditions set forth in this Conditions of Sale and any Infinity Direct quotation, notwithstanding the provisions of any purchase order or other commercial form submitted by Customer to Infinity Direct. Any terms or conditions of any purchase order or other form issued by the Customer which are in addition to, modify, or are inconsistent with these terms and conditions will not be binding on Infinity Direct unless the Customer and Infinity Direct agree, in a separate writing, to such additions or modifications.
Quotes
Price quotes, with the exception of paper, shall be firm and valid for 30 days. In the event Customer does not accept Infinity Direct’s price quote within 30 days, the price quote shall be subject to change at the sole discretion of Infinity Direct.
Nature of Transaction
The parties agree that this transaction is a Commercial Transaction constituting the sale of goods and is subject to and shall be governed by the provisions of Article Two of the Uniform Commercial Code as it has been adopted and amended by the State of Minnesota and modified by these Conditions of Sales.
Quantity
Variations in quantity of 10 percent over or under the quantity agreed upon by the parties shall constitute acceptable delivery and performance. Within this range, Infinity Direct shall bill and the Customer shall pay for the actual Quantity delivered.
Payment
Customer agrees to pay Infinity Direct’s invoices within 30 days from the date of invoice. Invoices not paid in full within 30 days from invoice date will be subject to a finance charge of 1.5 percent per month (18 percent per annum) or the maximum rate allowed by law, if less. Irrespective of any contrary language in Customer’s Purchase Order or any Policy Position of the American Association of Advertising Agencies, Customer shall be liable for all invoices regardless of whether or not Customer has been paid by its client(s) or advertiser(s). 60-day past due interactive invoices will result in temporary website unavailability until unpaid invoices are resolved.
Infinity Direct Work Product
All of Infinity Direct’s work product and prepatory materials connected with the services provided hereunder, including without limitation, art work, sketches, copy, dummies, type and plates are the exclusive property of Infinity Direct. Any and all uses of this work product must be approved by Infinity Direct in writing.
Price
The price set forward in any quotation is based upon the specifications detailed therein. Any changes to such specifications that required additional production time or other additional costs will be charged in addition to the price set forth therein. Where, for the convenience of the Customer, Infinity Direct arranges for shipment and incurs freight charges, such freight charges shall be billed to the Customer. In the event any freight company, or agent or trustee thereof, later asserts freight charges to be properly due in addition to those originally billed, the Customer shall reimburse Infinity Direct to the extent of such additional charges. Customer shall also pay any sales, use, or other taxes now or hereafter imposed by any federal, state, or local taxing authority upon or with respect to the sale, other than taxes imposed on net income or personal property taxes. In the event such taxes are not included in the invoice from Infinity Direct, but it is determined that Infinity Direct is subject to such taxes by a taxing authority, Infinity Direct may pay such taxes and the Customer will reimburse Infinity Direct the amount thereof.
Responsibility for Subject Matter
In furnishing copy for printing or mailing, the Customer represents that such copy does not infringe upon any copyright, is not libelous, and does not otherwise violate the rights of other persons or entities or constitute a violation of any statute, law, or governmental regulation of any kind. Customer agrees to indemnify and hold Infinity Direct, its affiliates, their officers, directors, agents and employees harmless from all losses, damages, and expenses, including attorney's fees, which Infinity Direct, its affiliates, their officers, directors, agents or employees may incur or suffer as the result of any claim of such violation or alleged violations. If Infinity Direct believes, in its sole discretion, that the content of Customer's materials is in violation of this representation, Infinity Direct may also refuse to print, mail, or otherwise perform this agreement without being in breach hereof. Customer assumes responsibility when claiming presort or automation rates for First-Class Mail to demonstrate to the United States Postal Service that they have updated the addresses in their mailing lists within 180 days or 6 months prior to the mailing date.
Indemnification
The Customer shall at all times indemnify, defend, and save Infinity Direct, its affiliates, and their employees, officers, directors, and agents harmless from any and all damages, losses, claims, attorney's fees, economic loss and any other harmful consequences that arise in connection with the work hereunder.
Force Majeure
Infinity Direct shall not be liable for delays or nonperformance occasioned by causes beyond its control, including, without limitation, acts of God, strikes, lockouts, fires, inability to obtain materials, breakdowns, delays of carries or suppliers, and governmental acts of regulation. Nothing contained herein shall be construed to require Infinity Direct to settle any strike or other dispute.
Storage
In the event Infinity Direct stores Customer's materials, Infinity Direct's liability for any damage or loss to Customer's stored materials shall not exceed Infinity Direct's replacement costs for such materials.
Limitations of Warranties
Infinity Direct warrants only title to the goods and their conformity to the specifications contained in any quotation. Infinity Direct makes no representation or warranty of any kind, express or implied, as to the merchantability, fitness for a particular purpose, or any other matters with respect to the subject matter of this agreement and all implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed.
Limitation of Liability
Infinity Direct shall not be liable for any claim, loss, injury, liability, or damage caused by delay in any performance pursuant to this agreement. In no event shall Infinity Direct's liability, whether based in contract or tort, include any special, incidental or consequential damages with respect to any damages which will allegedly arise our of the performance or breach of this agreement, Infinity Direct's liability shall in no event exceed an amount equal to the amount actually paid by customer to Infinity Direct pursuant to this agreement. If Infinity Direct furnishes technical or other advice to the customer with respect to the subject matter of this agreement, the customer assumes all risk of such advice and the results thereof, and Infinity Direct shall not be liable for such technical or other advice.
Limitations of Actions/Claims
No action, regardless of form, arising out of the transactions under this agreement may be brought more than one year after the cause of action has accrued. All claims for alleged defects shall be deemed waived unless made in writing along with samples demonstrating the complaint, within (30) days after receipt of goods.
Confidentiality
Infinity Direct will maintain in confidence all information furnished to Infinity Direct by Customer provided that such information is identified, in writing, as confidential. Except to the extent required by law or necessary to enable Infinity Direct to perform its obligations hereunder, Infinity Direct will not make use of or disclose any of such information to any other person.
Lien on Customer Property
As security for payments of any sum due or to become due under the terms of this agreement, Infinity Direct shall have the right to retain possession of, and shall have a lien on, all paper and any other property owned by Customer and in our possession and all work in process and/or undelivered work.
Changes
Any changes by the Customer to their original specifications or copy, which require additional production time, will be subject to extra charges. Paper prices quoted are current as of the quote time. Any increases in our costs of materials between the date of Infinity Direct's quotation and delivery to Infinity Direct's plant shall be added to quoted prices. Infinity Direct shall not be responsible for any errors, omissions, or extra costs resulting from faults in any electronic transmission.
Non-Waiver
No waiver by Infinity Direct of a breach of any provision hereof shall be deemed a waiver of future compliance therewith.
Governing Law
This agreement is made and entered into in the State of Minnesota for goods, materials and services to be provided and sold by Infinity Direct and purchased by Customer in the State of Minnesota. This agreement shall be governed by and construed in accordance with the laws of Minnesota, without regard to its principles of conflicts of laws. Customer consents to the exclusive jurisdiction of the courts of Minnesota and agrees that any legal action or proceeding arising under, or relating to, this agreement shall be brought in any state or federal court located in the State of Minnesota.
Assignment
Neither party shall assign this agreement or its rights hereunder without the prior written consent of the other party, except to its subsidiaries and/or affiliates or the surviving entity of a merger or consolidation involving such party. Upon any assignment made in compliance with this paragraph, this agreement shall inure and be binding upon the successors and assigning party and any such successors and assigns shall agree in writing to be bound by the terms and conditions hereof.
Complete Agreement
The terms and conditions set forth herein supersede all other proposals, oral or written, and all previous negotiations, conversations, or discussions between the parties to this agreement. Customer understands and agrees that no agent, employee, or representative of Infinity Direct has authority to bind Infinity Direct to any affirmation, representation or warranty concerning the subject matter of this agreement which is not set forth herein, and that any affirmation, representation or warranty which is not set forth herein, and that any affirmation, representation or warranty which is not set forth herein shall not constitute a warranty.